Yale University – BIND Biosciences, Cancer Therapeutic, Exclusive License Agreement

Business model | Governance

Structural Questions

Do the parties govern the project through a joint steering committee (“JSC”)? If so, what are the parties expressly designated roles and responsibilities with respect to the JSC?
Are there other committees, important governance bodies, or designated individual positions? What are the parties’ roles and responsibilities with respect to them?
Are the parties required to meet in accordance with a defined schedule for decision-making and progress reporting activities?
What are the resolution mechanisms for disputes related to the agreement?
Are there any requirements for policies or procedures to manage potential conflicts of interest?

Annotations

This Exclusive License Agreement (“Agreement”) between Yale University (“Yale”) and BIND Biosciences (“BIND” or “Licensee”) is effective from January 2013. Under the Agreement, Yale grants to BIND an exclusive, worldwide License to develop and commercialize Licensed Products and Licensed Methods (i.e. products/methods that would infringe a valid claim or a licensed patent without this license) for high density drug-loaded polymeric materials for the treatment of cancer (“Invention” – note this definition is redacted in the Agreement but information is available in this annual report from BIND) in the Field. The Field excludes the treatment of brain cancer and specified vaccines for therapeutic or prophylactic use against cancer, infectious diseases and allergies. BIND agrees to use commercially reasonable efforts to develop and commercialize one or more of the Licensed Products or Licensed Methods, and Yale will receive royalties on the resulting aggregate worldwide Net Sales.

The parties aim to develop Licensed Products that are clinically and economically suitable for use in developing country settings and will use commercially reasonable efforts to facilitate the affordability and availability of Licensed products in low- and lower-middle income countries. Additionally, Yale will not file patent applications in low- or lower-middle income countries.

Provision Language

16. LAWS, FORUM AND REGULATIONS

16.1 Any matter arising out of or related to this Agreement shall be governed by and in accordance with the substantive laws of the State of New York, without regard to its conflicts of law principles, except where the federal laws of the United States are applicable and have precedence, and for any matter relating to the scope, validity, enforceability or infringement of any LICENSED PATENTS, which shall be governed by and in accordance with the substantive laws of the jurisdiction in which the applicable LICENSED PATENTS have force. Any dispute arising out of or related to this Agreement shall be brought in a court of competent jurisdiction in the State of New York.

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Yale University – BIND Biosciences, Cancer Therapeutic, Exclusive License Agreement

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Yale University – BIND Biosciences, Cancer Therapeutic, Exclusive License Agreement

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